FOX CORPORATION TO ACQUIRE ROKU, INC.
Rhea-AI Summary
Fox (Nasdaq: FOX) agreed to acquire Roku for $160 per share in cash and FOX Class A stock, valuing Roku at about $22 billion enterprise value.
Roku holders receive $96 cash plus 0.9693 FOX shares, deal expected to close in H1 2027, creating a top-three U.S. TV player by viewing share with Tubi and The Roku Channel.
FOX plans to keep its capital return program, target about $400 million run-rate cost synergies, fund cash consideration with new debt and cash, and reach pro forma net leverage near 2.8x.
AI-generated analysis. How Rhea-AI works. Not financial advice.
Positive
- Roku acquisition valued at approximately $22 billion enterprise value
- Per-share consideration of $160, including $96 cash and 0.9693 FOX shares
- Combined company expected to be third-largest U.S. TV player by viewing share
- Run-rate cost synergies targeted at about $400 million
- Transaction expected to be accretive to free cash flow per share by year two post-close
- FOX shareholder capital return program to continue while maintaining investment grade rating
Negative
- FOX funding cash portion with new debt, supported by $12 billion bridge financing
- Pro forma net leverage expected to increase to about 2.8x
- FOX will issue new shares, leaving existing FOX holders with roughly 73% of combined company
- Deal closing targeted for first half of 2027, delaying realization of full synergies
News Market Reaction – FOX
On the day this news was published, FOX declined 15.22%, reflecting a significant negative market reaction. Argus tracked a trough of -15.9% from its starting point during tracking. Our momentum scanner triggered 31 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $4.50B from the company's valuation, bringing the market cap to $25.06B at that time. Trading volume was elevated at 2.1x the daily average, suggesting increased selling activity.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Previous Acquisition Reports
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| 2025-06-19 | Acquisition announcement | Positive | +1.0% | FOX expanded Latin American sports footprint via Caliente TV acquisition. |
| 2025-02-10 | Acquisition announcement | Positive | +0.5% | FOX added creator-economy platform Red Seat Ventures into Tubi group. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Past acquisition announcements for FOX saw modest positive reactions (around +0.5–1.0%). Today’s negative move on a much larger Roku deal marks a divergence from that pattern.
Over the past year, FOX has used acquisitions to expand its content and platform footprint. In February 2025, it bought Red Seat Ventures to bolster creator-economy and Tubi-related assets. In June 2025, it acquired Caliente TV, expanding premium sports rights in Latin America. Both drew small positive price reactions. The Roku agreement extends this acquisition-driven strategy into connected TV infrastructure and scale.
Key Terms
enterprise value financial
volume-weighted average price financial
run-rate cost synergies financial
bridge financing financial
net leverage financial
registration statement on Form S-4 regulatory
joint proxy statement/prospectus regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
Combination Creates a Scaled Media and Technology Platform with Superior Reach, Engagement and Monetization Capability
Unites FOX's Premium Live Content with Roku's Leading Streaming Platform Reaching Over 100 Million Households
Combined Company to Have One of the Largest Streaming Businesses in the
FOX's Shareholder Capital Return Program to Continue Uninterrupted While Maintaining its Current Investment Grade Rating
The transaction combines FOX's leading sports, news and entertainment content and the Tubi service, with Roku's leading connected TV platform, The Roku Channel, first-party data and direct relationship with more than 100 million global streaming households. Together, FOX and Roku will create a scaled next-generation media and technology company positioned at the intersection of two of the most important forces reshaping video consumption: the enduring primacy of live sports and news, and the continued rise of streaming.
FOX and Roku are committed to continuing to operate Roku as an open, partner-friendly platform and to the continued ubiquitous distribution of FOX content. On a pro forma basis, the combined company will become the third-largest player in
Lachlan K. Murdoch, Executive Chair and Chief Executive Officer of Fox Corporation, said:
"This is a defining moment for FOX, and a natural extension of the deliberate and focused strategy we have been executing for nearly a decade. In 2019, we reoriented the company around live news and sports. In 2020, we acquired Tubi and under our stewardship it has become one of the most successful businesses in streaming. Today, we take the next step: bringing together the most valuable live content portfolio in video consumption with the preeminent streaming platform through which America watches it. This combination will transform the scope of our company into high-growth verticals and yield a step change in our overall growth profile. And we are executing this acquisition from a position of financial strength – maintaining our investment grade balance sheet while providing our shareholders with an uninterrupted return of capital program in the form of share buybacks and dividends. Roku pioneered streaming TV and scaled it into a leading CTV platform. Together, we intend to lead its next chapter."
Anthony Wood, Founder, Chairman and Chief Executive Officer of Roku, said:
"Over the past two decades, we've built Roku into the leading TV streaming platform, reaching more than 100 million households globally and reshaping how people discover and enjoy entertainment. I'm incredibly proud of what our team has built, and the combination with FOX is an extraordinary opportunity to accelerate our vision, scale faster and innovate more aggressively for viewers, partners and advertisers. That's why our Board of Directors unanimously determined after concluding its strategic review process that this transaction offers a significant premium to Roku shareholders while also providing them with the opportunity to participate in the compelling future upside of the combined company. I couldn't be more excited about what we'll accomplish together."
Key Strategic Benefits of the Combination Include:
- Increases scale and reach: The transaction pairs the leader in live news and sports with the leading connected TV platform. Roku's platform has leading scale in the attractive, high growth connected TV vertical, reaching over 100 million global streaming households, including more than half of all
U.S . broadband households. FOX is #1 in live news and sports, with a portfolio including the NFL, MLB, NASCAR, Big Ten, FIFA World Cup, FOX News and FOX Business that represents some of the most valuable appointment-viewing content in television. Together, FOX and Roku will encompass premium live content, broad distribution and significant audience reach across linear and streaming. - Expands position in high growth verticals: The acquisition of Roku positions FOX across the full video ecosystem and provides a wider entry into the high growth segment of connected TV, particularly advertising and streaming subscriptions.
- Creates a more powerful streaming platform: Brings together FOX's premium content and advertising capabilities with Roku's consumer interface, home screen, platform technology and direct viewer relationships to enhance content discovery, deepen engagement and create a more compelling streaming experience for consumers and content partners.
- Enhances long-term growth profile: Advances FOX's business mix toward high growth streaming and connected TV verticals and maintains a balanced mix across advertising and distribution businesses, while strengthening the combined company's long-term growth and financial profile and maintaining FOX's disciplined capital allocation approach.
Transaction Details
FOX is acquiring Roku in a cash-and-stock transaction valued at
Upon closing, existing FOX shareholders are expected to own approximately
FOX expects to fund the cash portion of the transaction consideration with a combination of new debt and cash on hand. FOX has obtained
Roku Founder, Chairman and Chief Executive Officer Anthony Wood will have an ongoing role at the combined company and will join the FOX Board of Directors following the close of the transaction.
The transaction is subject to customary closing conditions, including approvals by FOX and Roku shareholders, receipt of
In connection with the transaction, the companies expect to file a registration statement on Form S-4 containing a joint proxy statement/prospectus with the Securities and Exchange Commission.
Investor Conference Call and Presentation
FOX and Roku will host a joint investor conference call today at 8:00 AM Eastern Time to discuss the transaction. A live webcast and related presentation materials will be available on FOX's investor relations website at investor.foxcorporation.com and Roku's investor relations website at www.roku.com/investor. An archived replay and the presentation will be available following the call.
About Fox Corporation
Fox Corporation produces and distributes compelling news, sports and entertainment content through its primary iconic domestic brands, including FOX News Media, FOX Sports, Tubi Media Group, FOX Entertainment and FOX Television Stations. These brands hold cultural significance with consumers and commercial importance for distributors and advertisers. The breadth and depth of FOX's footprint allow the Company to deliver content that engages and informs audiences, develop deeper consumer relationships and create more compelling product offerings. For more information about Fox Corporation, please visit www.foxcorporation.com.
About Roku, Inc.
Roku pioneered streaming on TV. Today, it is the #1 TV streaming platform in the U.S., Canada, and Mexico by hours streamed (Hypothesis Group, Dec. 2025). Roku connects viewers to the content they love, enables content publishers to build and monetize large audiences through advertising and subscriptions, and provides advertisers with unique capabilities to reach and engage consumers. Roku streaming players and Roku-made TVs are available at major retailers, and licensed Roku TV™ models are sold by leading TV brands in more than 15 countries around the world. Roku also owns and operates The Roku Channel, the home of premium and free entertainment; Howdy, a low-cost subscription service; and Frndly TV, a live TV streaming service. Roku is headquartered in San Jose, Calif., U.S.A.
Advisors
Allen & Company LLC is serving as lead financial advisor to Fox Corporation. Morgan Stanley & Co. LLC is also serving as a financial advisor to FOX and Morgan Stanley Senior Funding, Inc. is providing a committed
Qatalyst Partners is serving as exclusive financial advisor to Roku, and Goodwin Procter LLP is serving as legal counsel to Roku.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction between FOX and Roku, FOX will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of FOX and Roku and that will also constitute a prospectus of FOX. FOX and Roku may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document which FOX or Roku may file with the SEC. INVESTORS AND SECURITY HOLDERS OF FOX AND ROKU ARE URGED TO READ THE REGISTRATION STATEMENT, THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement and the joint proxy statement/prospectus (when available) and other documents filed with the SEC by FOX and Roku through the web site maintained by the SEC at www.sec.gov. These documents, once available, also will be made available free of charge on FOX's website at https://investor.foxcorporation.com/ or on Roku's website at https://www.roku.com/investor.
No Offer or Solicitation
This communication is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Notes on Forward-Looking Statements
This communication includes "forward-looking statements" within the meaning of federal securities laws, including Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") by the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed transaction between Fox Corporation ("FOX") and Roku, Inc. ("Roku"). In this context, forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "target," "endeavor," "seek," "predict," "intend," "strategy," "plan," "may," "could," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing and structure of the proposed transaction, the ability of the parties to complete the proposed transaction, the expected benefits of the proposed transaction, including future financial and operating results and strategic benefits, the tax consequences of the proposed transaction, and the combined company's plans, objectives, expectations and intentions, legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.
These forward-looking statements are based on FOX's and Roku's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from FOX's and Roku's current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) that one or more closing conditions to the proposed transaction, including certain regulatory approvals, may not be satisfied or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the proposed transaction, may require conditions, limitations or restrictions in connection with such approvals or that the required approval by the stockholders of FOX or stockholders of Roku may not be obtained; (2) the risk that the proposed transaction may not be completed on the terms or in the time frame expected by FOX and Roku, or at all; (3) unexpected costs, charges or expenses resulting from the proposed transaction; (4) uncertainty of the expected financial performance of the combined company following completion of the proposed transaction; (5) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the proposed transaction or integrating the businesses of FOX and Roku, on the expected timeframe or at all; (6) the ability of the combined company to implement its business strategy; (7) difficulties and delays in the combined company achieving revenue and cost synergies; (8) inability of the combined company to retain and hire key personnel; (9) the occurrence of any event that could give rise to termination of the proposed transaction; (10) the risk that stockholder litigation in connection with the proposed transaction or other litigation, settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (11) evolving legal, regulatory and tax regimes; (12) changes in general economic, competitive, technological and/or industry-specific conditions affecting the businesses and industries in which FOX and Roku operate; (13) actions by third parties, including government agencies; (14) risks that any debt financing anticipated in connection with the proposed transaction is not obtained or that such financing cannot be obtained on the anticipated timing or terms or unexpected costs or expenses in connection therewith; (15) risks related to the disruption of management time from ongoing business operations due to the pendency of the proposed transaction, or other effects of the pendency of the proposed transaction on the relationship of any of the parties to the transaction with their employees, customers, advertisers, content partners, distributors, device partners, suppliers or other counterparties; and (16) other risk factors detailed from time to time in FOX's and Roku's reports filed with the Securities and Exchange Commission (the "SEC"), including FOX's and Roku's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including documents that will be filed with the SEC in connection with the proposed transaction. The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this communication. Neither FOX nor Roku undertakes, and each party expressly disclaims, any obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Participants in the Solicitation
FOX, Roku and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding FOX's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in FOX's Annual Report on Form 10-K for the year ended June 30, 2025, under the heading "Directors, Executive Officers and Corporate Governance", and its proxy statement filed on September 25, 2025, under the headings "Proposal No.1: Election of Directors" and "Executive Officers of Fox Corporation," which are filed with the SEC. Information regarding Roku's directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is available in Roku's Annual Report on Form 10-K for the year ended December 31, 2025, under the heading "Directors, Executive Officers and Corporate Governance" and its proxy statement filed on April 24, 2026, under the heading "Board of Directors and Corporate Governance" and "Executive Officer Biographies," which are filed with the SEC. A more complete description will be available in the registration statement on Form S-4 and the joint proxy statement/prospectus when filed.
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SOURCE Fox Corporation